国机重型装备集团股份有限公司 董事会战略与 ESG 委员会议事规则 第一章 总 则 第一条 为确保国机重型装备集团股份有限公司（以下简称"公司"）发展战 略规划的合理性与投资决策的科学性，提升公司环境、社会及公司治理（ESG） 绩效，增强公司核心竞争力和可持续发展能力，根据《中华人民共和国公司法》 （以下简称《公司法》）《上市公司治理准则》《国机重型装备集团股份有限公司 章程》（以下简称《公司章程》）《国机重型装备集团股份有限公司董事会议事规 则》（以下简称《公司董事会议事规则》）等有关规定，董事会设立战略与ESG委 员会（以下简称"委员会"），并制定本议事规则。 第二条 本规则适用于战略与 ESG 委员会及其委员；公司各相关管理部门及 其工作人员。 第三条 战略与 ESG 委员会是公司董事会下设的专门工作机构，为董事会有 关决策提供咨询或建议，向董事会负责并报告工作。 第二章 委员会工作规则 第一节 委员会人员选拔、组成和任期 第四条 委员会由公司董事组成，委员人数应不少于 3 名。委员会委员由董 事长提名，董事会选举产生，委员选举由全体董事过半数通过。 第五条 委员会设主任 1 名，由公司董事长担任。 第 ...

关于国机财务有限责任公司的风险持续评估报告 国机重型装备集团股份有限公司（以下简称"公司"）根据《关于规范上市 公司与企业集团财务公司业务往来的通知》《上海证券交易所上市公司自律监管 指引第 5 号——交易与关联交易》等要求，审阅了国机财务有限责任公司（以下 简称"国机财务"）的《营业执照》与《金融许可证》等资料及相关财务资料， 对国机财务的经营资质、业务和风险状况进行了评估，具体情况报告如下： 1 活动；不得从事国家和本市产业政策禁止和限制类项目的经营活动。） 二、国机财务内部控制基本情况 （一）内控环境。 国机财务由国机集团及其所属 25 家成员企业出资组建，依据国家有关法律 法规，自主开展银保监会规定的各项金融业务，以"依托集团资源，服务集团发 展"为经营宗旨，以加强国机集团资金集中管理和提高资金使用效率为目的，坚 持安全性、效益性、流动性的经营原则。 国机财务设立了股东会、董事会、监事会，股东会是公司的权力机构，董事 会是股东会的常设执行机构。国机财务《公司章程》及相关管理制度明确了股东 会、董事会、监事会、总经理的职责权限，以及各自在风险管理中的责任。董事 会下设提名委员会、法治建设与战略委员会、业 ...

证券代码：601399 证券简称：国机重装 公告编号：临 2023-035 国机重型装备集团股份有限公司 第五届董事会第十三次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 国机重型装备集团股份有限公司（以下简称"公司"）第五届董事会第十三 次会议于2023年8月24日以现场+视频方式召开。公司应到董事10人，出席董事10 人。本次会议符合《中华人民共和国公司法》《国机重型装备集团股份有限公司 章程》的有关规定。会议形成决议如下： 一、审议通过《关于公司 2023 年半年度报告及其摘要的议案》 议案表决结果：同意 10 票，反对 0 票，弃权 0 票。 二、审议通过《关于国机财务有限责任公司风险持续评估报告的议案》 议案表决结果：同意 7 票，反对 0 票，弃权 0 票。关联董事韩晓军、王晖球、 杨正洪回避表决。 三、审议通过《关于公司董事会战略委员会更名暨调整董事会专门委员会 委员的议案》 议案表决结果：同意 10 票，反对 0 票，弃权 0 票。 四、审议通过《关于修订公司董事会战略委员会议事规则的议案》 议 ...

证券代码：601399 证券简称：国机重装 公告编号：临 2023-036 国机重型装备集团股份有限公司 第五届监事会第十一次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 国机重型装备集团股份有限公司（以下简称"公司"）第五届监事会第十一 次会议于2023年8月24日以现场+视频方式召开。公司应到监事5人，出席监事5 人。本次会议符合《中华人民共和国公司法》《国机重型装备集团股份有限公司 章程》的有关规定。会议形成决议如下： 1 议案表决结果：同意5票，反对0票，弃权0票。 二、审议通过《关于国机财务有限责任公司风险持续评估报告的议案》 议案表决结果：同意5票，反对0票，弃权0票。 特此公告。 国机重型装备集团股份有限公司监事会 2023 年 8 月 25 日 一、审议通过《关于公司2023年半年度报告及其摘要的议案》 ...

证券代码：601399 证券简称：国机重装 公告编号：2023-023 国机重型装备集团股份有限公司 关于召开 2022 年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 会议召开时间：2023 年 05 月 16 日(星期二) 下午 16:00-17:00 会 议 召 开 地 点 ： 上海证券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 05 月 09 日(星期二) 至 05 月 15 日(星期一)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 sinomach-he-dsh@sinomach-he.cn 进行提问。公司将在说明会上对投资者普遍 关注的问题进行回答。 国机重型装备集团股份有限公司（以下简称"公司"）已于 2023 年 4 月 28 日发布公司 2022 年度报告，为便于广大投资者更全面深入地了解公司 2022 年度 经 ...

Financial Performance - The company's operating revenue for 2022 was CNY 9,655,188,240.87, representing a 1.55% increase compared to CNY 9,508,218,107.33 in 2021[14]. - The net profit attributable to shareholders of the listed company for 2022 was CNY 403,139,743.63, a 2.20% increase from CNY 394,477,546.92 in the previous year[14]. - The net cash flow from operating activities reached CNY 1,489,688,587.74, showing a significant increase of 149.58% compared to CNY 596,870,486.56 in 2021[14]. - The total assets of the company at the end of 2022 were CNY 28,417,450,422.93, a 1.09% increase from CNY 28,110,501,024.89 at the end of 2021[14]. - The net assets attributable to shareholders of the listed company increased by 4.39% to CNY 13,419,026,306.11 at the end of 2022, compared to CNY 12,854,174,992.69 at the end of 2021[14]. - The basic earnings per share for 2022 were CNY 0.0558, reflecting a 2.76% increase from CNY 0.0543 in 2021[15]. - The weighted average return on net assets for 2022 was 3.07%, unchanged from the previous year[15]. - The company reported a negative distributable profit at the end of 2022, amounting to CNY -10,465,389,438.57, leading to no profit distribution for the year[3]. Market Expansion and Contracts - In 2022, the company achieved a contract signing amount of 13.923 billion RMB, a year-on-year increase of 30.02%[23]. - The company established a regional center in Turkey to enhance market expansion efforts, resulting in record high new order amounts[24]. - The company signed multiple contracts in the metallurgical field, including a 3,500 mm medium-thick plate mill and a 3,800 mm wide-thick plate mill, further strengthening its market position[24]. - Significant breakthroughs were made in overseas industrial projects, including a 40,000-ton wet zinc smelting plant project in Indonesia and a 2 million-ton steelmaking project in Uzbekistan[24]. - The company signed a service contract for a new generation of ultra-clean converter gas purification equipment, marking a major breakthrough in emerging market development[24]. Research and Development - The company achieved significant breakthroughs in key core technologies, including the first domestic delivery of a 1000MW ultra-supercritical unit rotor and the successful development of various critical components for nuclear power and heavy-duty gas turbines[25]. - The company received 29 provincial and ministerial-level scientific awards and 110 national patents during the reporting period, highlighting its commitment to innovation and technology advancement[26]. - Research and development expenses rose by 15.13% to approximately ¥412.53 million, indicating a focus on innovation[35]. - The company has established 26 national and industry-level R&D platforms, enhancing its technological innovation capabilities[34]. Operational Efficiency and Management - Lean management initiatives led to an overall efficiency improvement of nearly 15% in key large casting and forging products, with industry-leading waste loss control levels[28]. - The company completed all tasks related to the three-year state-owned enterprise reform action, enhancing its governance structure and market-oriented operational mechanisms[29]. - The company plans to focus on high-quality development in 2023, guided by the principles of innovation and customer-centricity, while implementing lean management and digital empowerment strategies[29]. Financial Health and Cash Flow - The company reported a net cash flow from operating activities of -920 million RMB, indicating challenges in cash generation[19]. - The company recorded a total of 204.39 million RMB in non-recurring gains and losses for the year, with government subsidies contributing 127.55 million RMB[20]. - The fair value of financial assets measured at fair value and included in other comprehensive income increased by 713.63 million RMB during the period[22]. - The company reported a gross margin of 12.43% in the mechanical equipment R&D and manufacturing sector, an increase of 2.28 percentage points year-on-year[38]. Corporate Governance and Compliance - The company held three shareholder meetings during the reporting period, approving 21 resolutions, including the financial report for 2021[76]. - The board of directors convened nine meetings, discussing 63 significant matters related to the company's operations[76]. - The company maintains independence from its controlling shareholder, ensuring fair market transactions without harming the interests of minority shareholders[77]. - The company has implemented measures to ensure compliance with relevant laws and regulations regarding information disclosure[78]. Environmental and Social Responsibility - The company invested approximately 26.03 million RMB in environmental protection during the reporting period[110]. - The company has established a management system for environmental protection facilities to ensure compliance with emission standards[116]. - The company has implemented various pollution control projects, including dust control in the forging plant and spray booth management, to improve environmental quality[123]. - The company has invested 9.9 million yuan in poverty alleviation and rural revitalization projects in 2022[125]. Shareholder and Market Activities - The company plans to implement a share repurchase program, with the repurchase funds not less than 30% of the average net profit attributable to shareholders over the last three complete accounting years[132]. - The company has completed the ownership certification for 68 properties without certificates by February 16, 2025[133]. - The company has a structured approach to investor relations, promoting comprehensive understanding among shareholders[78]. - The total remuneration for all directors, supervisors, and senior management in 2022 amounted to CNY 7.2558 million[95].

Financial Performance - The company's operating revenue for Q1 2023 was RMB 2,573,163,251.08, representing a year-on-year increase of 23.56%[4] - The net profit attributable to shareholders was RMB 81,350,570.58, reflecting a growth of 4.14% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 80,336,596.59, which is an increase of 25.33% year-on-year[4] - The basic earnings per share for the period was RMB 0.0113, up by 5.61% from the previous year[4] - Total operating revenue for Q1 2023 reached ¥2,573,163,251.08, an increase of 23.6% compared to ¥2,082,593,289.16 in Q1 2022[19] - Net profit for Q1 2023 was ¥83,836,960.51, representing a 5.5% increase from ¥79,292,123.00 in Q1 2022[22] - The total profit for Q1 2023 was ¥93,534,603.65, compared to ¥86,310,324.52 in Q1 2022, marking an increase of 17.5%[22] Cash Flow - The net cash flow from operating activities was negative at RMB -85,935,420.62, indicating a significant outflow compared to the previous year[4] - The company experienced a 90.66% decrease in net cash flow from operating activities, primarily due to increased cash outflows for purchases and services[8] - Cash flow from operating activities in Q1 2023 was negative at -¥85,935,420.62, an improvement from -¥920,493,323.33 in Q1 2022[23] - Net cash flow from financing activities was -$31,186,545.28, a decrease from -$492,350,831.12 year-over-year, reflecting improved cash management[24] - The net increase in cash and cash equivalents was -$289,001,285.54, compared to -$1,413,259,411.21 in the previous year, showing a reduction in cash outflow[24] - The ending balance of cash and cash equivalents stood at $7,520,793,311.67, up from $5,909,534,707.91 in the prior year, indicating a stronger liquidity position[24] Assets and Liabilities - The total assets at the end of the reporting period were RMB 28,692,153,980.19, a slight increase of 0.97% from the end of the previous year[5] - The total liabilities amounted to RMB 14,617,599,035.34, up from RMB 14,386,904,707.11, which is an increase of about 1.60%[17] - The total current assets reached RMB 20,454,802,214.86, compared to RMB 20,163,311,055.51 in the previous year, indicating an increase of about 1.44%[15] - The total equity attributable to shareholders was RMB 13,463,647,388.59, compared to RMB 13,419,026,306.11, reflecting a slight increase of approximately 0.33%[18] - The inventory level stood at RMB 3,236,431,480.82, a marginal increase from RMB 3,205,841,022.61, indicating a growth of about 0.95%[15] Investments and Expenditures - The company reported a significant increase in construction in progress by 31.07%, attributed to increased investments in machinery manufacturing[8] - Total cash outflow from investment activities amounted to $149,673,248.34, compared to $7,954,492.12 in the previous period, indicating a significant increase in investment expenditures[24] - The net cash flow from investment activities was -$149,673,248.34, compared to -$7,764,992.12 in the previous year, suggesting a strategic shift in investment focus[24] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 66,649, with the largest shareholder holding 47.15% of the shares[10] - Cash paid for dividends and interest was $11,465,303.11, compared to $6,751,038.77 in the previous period, indicating an increase in shareholder returns[24] Other Financial Metrics - Research and development expenses for Q1 2023 were ¥19,174,047.14, slightly down from ¥19,607,619.70 in Q1 2022[19] - The company reported a financial income of -¥5,655,931.64 in Q1 2023, a significant improvement from -¥31,521,586.20 in Q1 2022[19] - The company experienced a decrease in sales expenses, which were ¥39,671,427.08 in Q1 2023, down from ¥41,910,747.69 in Q1 2022[19] - Other comprehensive income after tax for Q1 2023 was -¥39,699,771.72, compared to -¥101,935.68 in Q1 2022[22] - The company did not apply new accounting standards or interpretations for the current fiscal year, maintaining consistency in financial reporting[24]

Financial Performance - The company's operating revenue for Q3 2022 was CNY 2,520,457,775.50, representing a year-on-year increase of 26.15%[4] - The net profit attributable to shareholders for Q3 2022 was CNY 150,660,053.59, showing a decrease of 12.86% compared to the same period last year[4] - The total operating profit for Q3 2022 was 336,608,903.34 CNY, an increase from 302,451,465.04 CNY in Q3 2021, representing a growth of approximately 11%[19] - Net profit attributable to shareholders of the parent company reached 315,696,827.06 CNY, up from 297,385,326.90 CNY in the same period last year, reflecting an increase of about 6%[20] - The company reported a total comprehensive income of 614,124,991.40 CNY for Q3 2022, compared to 292,175,977.82 CNY in Q3 2021, indicating a significant increase[19] Cash Flow and Liquidity - The net cash flow from operating activities increased significantly by 283.86% to CNY 828,266,528.94 in Q3 2022[4] - Cash flow from operating activities for the first three quarters of 2022 was 6,704,611,619.61 CNY, compared to 5,687,098,803.43 CNY in the same period of 2021, marking an increase of approximately 18%[21] - The net cash flow from operating activities for Q3 2022 was 211,134,430.18 CNY, slightly up from 200,602,938.61 CNY in Q3 2021[21] - The company experienced a net cash outflow from investing activities of -58,307,402.21 CNY in Q3 2022, compared to -47,762,472.68 CNY in Q3 2021[22] - The net cash outflow from financing activities was -727,861,193.74 CNY in Q3 2022, an improvement from -873,840,395.20 CNY in Q3 2021[22] Assets and Liabilities - The total assets as of the end of Q3 2022 reached CNY 29,169,461,196.73, reflecting a growth of 3.77% from the end of the previous year[5] - The total liabilities increased to RMB 15,225,779,905.00 in Q3 2022 from RMB 14,686,982,920.76 in Q3 2021, marking a rise of 3.67%[15] - The company's cash and cash equivalents decreased to RMB 7,177,482,031.70 from RMB 7,505,990,996.60, a decline of 4.37%[14] - Accounts receivable rose to RMB 5,615,862,229.58 in Q3 2022, up from RMB 4,807,090,397.87 in Q3 2021, reflecting an increase of 16.83%[14] - Inventory levels increased to RMB 3,494,176,785.09 in Q3 2022 from RMB 3,071,025,525.48 in Q3 2021, a growth of 13.8%[14] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 74,368[10] - The largest shareholder, China National Machinery Industry Corporation, held 3,400,968,500 shares, accounting for 47.15% of the total shares[10] Research and Development - The company’s research and development expenses decreased by 50.39% due to project progress and cycle impacts[9] - Research and development expenses decreased to RMB 54,632,819.62 in 2022 from RMB 110,130,926.22 in 2021, indicating a reduction of 50.5%[17] Earnings Per Share - The company reported a basic earnings per share of CNY 0.0209 for Q3 2022, down by 12.18% year-on-year[5] - The company’s basic earnings per share for Q3 2022 was 0.0437 CNY, compared to 0.0409 CNY in Q3 2021, reflecting an increase of about 7%[20] Other Financial Metrics - The weighted average return on equity decreased by 0.19 percentage points to 1.16% in Q3 2022[5] - The company experienced a 41.60% decrease in notes receivable due to the maturity of commercial bills during the reporting period[7] - The company reported a net loss of RMB -9,171,571,195.55 for the period, an improvement from a loss of RMB -9,487,268,022.61 in the same period of the previous year[16] - The company's equity attributable to shareholders reached RMB 13,332,009,664.07, up from RMB 12,854,174,992.69 in the previous year, indicating an increase of 3.71%[16]

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 4,271,984,704.29, a decrease of 5.69% compared to CNY 4,529,916,879.35 in the same period last year[17]. - Net profit attributable to shareholders was CNY 165,036,773.47, representing an increase of 32.56% from CNY 124,495,012.73 year-on-year[17]. - The net profit after deducting non-recurring gains and losses was CNY 81,487,091.92, up 163.14% from CNY 30,966,703.05 in the previous year[17]. - Basic earnings per share for the first half of 2022 were CNY 0.0228, a 33.33% increase from CNY 0.0171 in the same period last year[18]. - The company reported a total comprehensive income of CNY 316,921,606.56 for the first half of 2022, up from CNY 109,440,113.67 in the previous year, marking a growth of 189.5%[141]. - The total operating costs for the first half of 2022 were CNY 4,000,496,519.74, down from CNY 4,373,573,775.10 in the previous year, reflecting a reduction of 8.5%[138]. Assets and Liabilities - The company's total assets at the end of the reporting period were CNY 28,572,899,517.37, a 1.64% increase from CNY 28,110,501,024.89 at the end of the previous year[17]. - The net assets attributable to shareholders increased by 1.63% to CNY 13,063,099,320.69 from CNY 12,854,174,992.69 at the end of the previous year[17]. - Cash and cash equivalents decreased by 15.87% to ¥6,314,918,992.72, accounting for 22.10% of total assets[44]. - Accounts receivable increased by 13.43% to ¥5,452,495,694.17, representing 19.08% of total assets[44]. - The total liabilities were not explicitly stated, but the increase in current liabilities can be inferred from the changes in current assets and accounts receivable[130]. Cash Flow - The company reported a net cash flow from operating activities of CNY -617,132,098.76, compared to CNY -15,169,108.89 in the same period last year[17]. - The net cash flow from operating activities showed a net outflow of approximately 617.13 million RMB, an increase of 602 million RMB year-on-year, attributed to increased production investments[42]. - The company experienced a significant increase in cash received from sales of goods and services, totaling CNY 3,709,125,141.26, compared to CNY 3,654,154,732.45 in the previous year[147]. Research and Development - Research and development expenses decreased by 49.47% to approximately 46.72 million RMB, primarily due to project development timelines[42]. - The company has a significant focus on R&D for clean energy equipment and heavy petrochemical containers, reflecting its commitment to innovation[176]. - The company is exploring new product development and technological advancements to enhance its competitive edge in the market[125]. Market and Industry Position - The company operates in the heavy machinery industry, which is a strategic and foundational sector for national security and economic stability[22]. - The main business includes the R&D and manufacturing of high-end large castings and forgings, metallurgical equipment, nuclear energy equipment, and petrochemical equipment, with significant influence in domestic and international markets[23]. - The company has successfully signed multiple contracts for high-end large castings and metallurgical equipment, enhancing its market share in key products[25]. - The company has a strong ability to expand into overseas markets, leveraging established customer relationships and project management experience[33]. Environmental Responsibility - The company is classified as a key pollutant discharge unit, with all emissions meeting national standards during the reporting period[69]. - Wastewater treatment facilities have been installed, ensuring compliance with the "Comprehensive Discharge Standards for Wastewater" at level three[69]. - The company has implemented a real-time monitoring system for wastewater and emissions, ensuring compliance with environmental regulations[70]. - The company has committed to environmental protection measures, ensuring that all new projects comply with environmental impact assessments[75]. Governance and Compliance - The company is committed to deepening reforms and enhancing governance capabilities, with a focus on modernizing its governance structure[38]. - The company has undergone a significant change in its board and management, with multiple directors and supervisors resigning and new ones being elected[63]. - The company has pledged to resolve any ownership disputes regarding properties and to obtain ownership certificates for 68 unregistered properties within three years[89]. Legal Matters - The company is involved in significant litigation matters, including a lawsuit against Shandong Hengji for a compensation amount of 89.68407089 million yuan and interest losses of 5.67999116 million yuan[91]. - The total amount involved in the litigation with China Heavy Industry is 95.36 million yuan, which is to be paid in 12 installments starting from March 20, 2018[93]. - The company has a pending lawsuit against Wuhan Heavy Machinery Group for a total claim of 123.268 million yuan, with a court ruling requiring the defendants to repay this amount[94]. Shareholder Information - The top shareholder, China Machinery Industry Group Co., Ltd., holds 3,400,968,500 shares, representing 47.15% of the total shares[124]. - The company completed a share repurchase of 54,707,774 shares, accounting for 0.75% of the total share capital, reducing total shares from 7,268,263,664 to 7,213,555,890[123]. - The company has a total of 60,629 common stock shareholders as of the end of the reporting period[124].